LSB Industries, Inc. (NYSE:LXU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On June30, 2017, LSB Industries, Inc. (the Company) Jack
E. Golsen, the Companys Executive Chairman of the Board of
Directors of the Company (the Board), informed the Board
of his election to retire as Executive Chairman effective
December31, 2017 and, therefore, the Company has determined not
to extend its employment agreement (the Employment
Agreement) with Mr.Golsen beyond its current term expiring on
December31, 2017 (the Retirement Date) and, in accordance
with the terms of the Employment Agreement, delivered a notice of
non-renewal to Mr.Golsen. Mr.Golsen will remain a member of the
Board and, following the Retirement Date, will have the title of
Chairman Emeritus.

The Company and Mr.Golsen entered into a transition agreement on
June30, 2017 (theTransition Agreement) that will commence
on January1, 2018 and end upon the earlier of his death or a
change in control as defined in the Transition Agreement (the
Term). During the Term, Mr.Golsen will receive an annual
cash retainer of $480,000 and an additional monthly amount equal
to $4,400 to cover certain expenses. In accordance with the terms
of the Transition Agreement, the Company will also reimburse
Mr.Golsen for his COBRA premium costs for 18 months following the
Retirement Date and, thereafter, will reimburse him for the cost
of coverage under Medicare Part B and D medical insurance until
his death. Effective as of the Retirement Date, the existing
severance agreement between Mr.Golsen and the Company will
terminate. In consideration for his services to the Company,
including as Chairman Emeritus, the Company will pay Mr.Golsen a
one-time payment equal to $2.32 million upon the consummation of
a change in control that occurs prior to his death.

The description of the Transition Agreement contained herein does
not purport to be complete and is qualified in its entirety by
reference to the Transition Agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.

Item9.01 Financial Statements and Exhibits.

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LSB INDUSTRIES INC Exhibit
EX-10.1 2 d421413dex101.htm EX-10.1 EX-10.1 Exhibit 10.1   16 SOUTH PENNSYLVANIA AVENUE • P. O. BOX 754 • OKLAHOMA CITY,…
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About LSB Industries, Inc. (NYSE:LXU)

LSB Industries, Inc. is a diversified holding company engaged in manufacturing operations through its subsidiaries. The Company’s segments are Chemical Business, Climate Control Business and Other. Its Chemical Business segment manufactures and sells nitrogen-based chemical products for the agricultural, industrial and mining markets. Its Climate Control Business manufactures and sells a range of heating, ventilation and air conditioning (HVAC) products that include water source and geothermal heat pumps, hydronic fan coils, custom air handlers, modular geothermal and other chillers, and other related products and services. These products are used in commercial or institutional and residential new buildings construction, renovation of existing buildings and replacement of existing systems. Its Other segment sells industrial machinery and related components to machine tool dealers and end users located in North America.